Reunited after eight years (He stood her up, with no call!) with the British secret agent (His excuse: He was cryogenically frozen), Foxxy time-travels to stomp out conspirators Dr. Evil and Goldmember. "She stands toe to toe with Austin," says Appel. "When he gets distracted she snaps him into focus." Even in gold undercover garb and glitter makeup, this groovy gal stays cool in danger's face -- it's those around her, like a certain shagoholic, she makes hot.

Eyes

"Her eyes were the big focus," says makeup designer Michele Burke, who added showgirl lashes and heavy black liner to create Knowles's doe-eyed look. "It's an evolution of the Mary Quant look." Burke used MAC Crème eyeliner in black to precisely line top and bottom lids, extending the lines outward at edges. Next she smudged inner rims with MAC eye kohl pencil in Smolder. She painted lids with gold glitter powder, adding a green gold to inside lids and a bronze gold under the brows. To top lash lines Burke applied black sequence and faux lashes, followed by Max Factor Lashfinity in Rich Black. For added glam she glued star-shaped gold glitter just below the brows.

Foxxy wears several pieces that bear her signature logo (a fox head and tail). "It was scripted that she wear a necklace that reads 'Foxxy,' but I thought that (type of necklace) had been well exposed," says Appel. The fox logo suspends in a pair of earrings and in a pendant she wears around her neck (neither shown here). In this photo Foxxy wears a custom-made 14kt-gold bead necklace with waist-grazing fringe that was inspired by an African necklace, a single gold-wire four-inch hoop earring and leather platform sandals with her Foxxy logo inlaid in the heel.

Clothes

"When we first meet Foxxy she's in gold chain mail," says Appel of the sassy spy's undercover stage wear. "I felt like she needed to be a little more dramatic and seductive." Designing a halter top and sexy floor-length skirt out of the metallic material, however, proved a challenge. "You have to cut it with clippers, and it's complicated to fit around the body," she says. "But the end result is fluid and sensual." When she's not infiltrating Goldmember's club, Foxxy sports more active, yet always seventies-style silhouettes, like belly-baring tops and bell-bottom pants made of leather, denim and suede in harvest gold, burnt orange, avocado and, of course, gold.